Produces an editable mutual nondisclosure agreement when two parties will exchange confidential information before a deal. Reach for it at the start of any negotiation, joint venture evaluation, or vendor diligence.
[GOVERNING STATE] ·[PURPOSE OF DISCLOSURE] ·[PARTY A — NAME, ENTITY TYPE, STATE OF FORMATION] ·[PARTY B — NAME, ENTITY TYPE, STATE OF FORMATION] ·[AGREEMENT TERM] ·[SURVIVAL PERIOD]
## Context
You are drafting for a [GOVERNING STATE]-licensed attorney. Two parties will exchange confidential information while they evaluate [PURPOSE OF DISCLOSURE]. The parties: [PARTY A — NAME, ENTITY TYPE, STATE OF FORMATION] and [PARTY B — NAME, ENTITY TYPE, STATE OF FORMATION]. Both sides will disclose and receive.
## Task
Draft a mutual nondisclosure agreement I can edit into a final document. Include: a definition of Confidential Information; standard exclusions (publicly known, already known, independently developed, rightfully received from a third party); use limited to the stated purpose; a compelled-disclosure carve-out with prior notice; a term of [AGREEMENT TERM] with confidentiality obligations surviving [SURVIVAL PERIOD] after disclosure; return-or-destroy obligations on request; no license granted; no obligation to enter the contemplated transaction; injunctive relief without bond; governing law and exclusive venue in [GOVERNING STATE]; counterparts and signature blocks.
## Standards
- Number every section. Use defined terms consistently.
- Keep obligations symmetrical. Flag any clause that favors one side.
- Plain contract English. No witnesseth, no whereas recitals unless I ask.
- Target length: 2 to 4 pages.
- Insert [DRAFTING NOTE: ...] flags wherever state law may change the answer, such as enforceability of long or perpetual confidentiality periods, or trade-secret survival carve-outs.
- Do not invent addresses, dates, or signatory names. Leave bracketed placeholders.
If any required input is missing or ambiguous, ask me before drafting.
BEFORE YOU RUN IT
- Both parties' legal names, entity types, and states of formation
- The deal or evaluation the disclosures support, in one sentence
- Term length and how long confidentiality should survive
- Governing state and preferred venue
- Remove client-identifying details, or confirm your AI tool sits under your firm's confidentiality and bar guidance before pasting client data (see ABA Formal Opinion 512)
VERIFY BEFORE IT LEAVES YOUR HANDS
- Confirm every obligation is mutual — AI drafts often slip one-way language (e.g., only 'Recipient' duties) into a mutual form
- Check the Confidential Information definition against what your client will share; oral disclosures and pre-signing disclosures are common gaps
- Confirm the survival period is enforceable in your state and add a trade-secret carve-out if the client has trade secrets
- Look for a residuals clause — if one appears, decide deliberately; it can gut the agreement
- Verify governing law, venue, and injunctive-relief language match your state's standards, not a generic Delaware form
- Check exclusions for a burden-of-proof allocation; add 'as shown by written records' if your client is mainly disclosing
- Read defined terms end to end — AI drafts sometimes define a term once and drift to a synonym later
Sample output
Sample output — AI-generated from sample inputs:
MUTUAL NONDISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement (the "Agreement") is entered into as of [DATE] by Meridian Supply Co., a Colorado corporation ("Meridian"), and Harbor Analytics LLC, a Delaware limited liability company ("Harbor") (each a "Party," together the "Parties").
1. Purpose. The Parties wish to evaluate a potential inventory-analytics engagement (the "Purpose") and may disclose Confidential Information solely for the Purpose.
2. Confidential Information. "Confidential Information" means nonpublic information a Party discloses, whether oral, written, or electronic, that is marked confidential or that a reasonable person would understand to be confidential, including pricing, supplier lists, customer data, and technical specifications.
3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) the receiving Party knew before disclosure, as shown by written records; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without restriction.
7. Term; Survival. This Agreement runs for two (2) years from the Effective Date. Confidentiality obligations survive for three (3) years after each disclosure. [DRAFTING NOTE: Colorado courts enforce reasonable fixed periods; if trade secrets will be shared, add a carve-out extending protection for as long as the information remains a trade secret.]
CUSTOMIZATION Swap the survival structure for a perpetual trade-secret carve-out when the client discloses formulas, code, or processes. For deals with a counterparty abroad, add an export-control and data-protection paragraph. If the disclosure supports M&A diligence, add a non-solicitation of employees and a standstill placeholder. Adjust venue to your client's home county unless leverage says otherwise.
First-pass contract draft — one-way NDA
Produces a unilateral NDA protecting one disclosing party — a client sharing a business plan, invention, or financials with an investor, contractor, or prospective buyer.
FREE WITH ACCOUNT Produces a master services agreement with a statement-of-work structure. Reach for it when a business client engages or provides ongoing professional services.
[GOVERNING STATE] ·[SERVICE PROVIDER — NAME, ENTITY TYPE] ·[SERVICES DESCRIPTION] ·[CLIENT COMPANY — NAME, ENTITY TYPE] ·[WHICH SIDE IS MY CLIENT — provider or customer] ·[FEE STRUCTURE] ·[TERM AND RENEWAL] ·[PAYMENT TERMS] ·[IP OWNERSHIP] ·[LIABILITY CAP] ·[CURE PERIOD] ·[CONVENIENCE NOTICE]
## Context
You are drafting for an attorney in [GOVERNING STATE]. The parties: [SERVICE PROVIDER — NAME, ENTITY TYPE] will provide [SERVICES DESCRIPTION] to [CLIENT COMPANY — NAME, ENTITY TYPE]. My client is the [WHICH SIDE IS MY CLIENT — provider or customer]. Fee structure: [FEE STRUCTURE — hourly, fixed, retainer, milestones]. Term: [TERM AND RENEWAL].
## Task
Draft a services agreement with a master-agreement-plus-SOW structure. Include: services and SOW incorporation mechanics, including which document controls on conflict; performance standards; fees, invoicing, payment terms of [PAYMENT TERMS], and late-payment interest; expenses; change-order procedure; independent contractor status; IP ownership per [IP OWNERSHIP — work made for hire to customer, provider retains with license, or split]; confidentiality; warranties and disclaimer; mutual indemnification for third-party claims; limitation of liability capped at [LIABILITY CAP]; term, termination for cause with a [CURE PERIOD] cure period, termination for convenience on [CONVENIENCE NOTICE] notice; effects of termination and survival; insurance; non-solicitation of personnel; notices; governing law and venue; entire agreement. Attach a one-page SOW template as Exhibit A.
## Standards
- Tilt drafting choices toward my client's side, but keep the agreement signable — flag aggressive terms with [NEGOTIATION FLAG].
- Numbered sections, defined terms, 6 to 10 pages plus the exhibit.
- Plain contract English. Short sentences where the law allows.
- Use [DRAFTING NOTE] flags for state-specific issues, such as work-made-for-hire limits for independent contractors.
If the fee structure, IP position, or my client's side is unclear, ask before drafting.
BEFORE YOU RUN IT
- Both parties' names, entity types, and which side you represent
- A plain description of the services and deliverables
- Fee structure, payment terms, and any cap or budget
- Who must own the work product, decided before drafting
- Governing state
- Remove client-identifying details, or confirm your AI tool sits under your firm's confidentiality and bar guidance before pasting client data
VERIFY BEFORE IT LEAVES YOUR HANDS
- Confirm the order-of-precedence clause matches your intent — AI drafts often let SOWs override the master agreement, which lets a project manager amend legal terms
- Check the IP section against state law: pure work-made-for-hire language fails for most contractor deliverables; an assignment clause must back it up
- Verify the liability cap and the indemnity do not cancel each other — confirm whether indemnity obligations sit inside or outside the cap, deliberately
- Confirm termination-for-convenience mechanics include payment for work performed through the effective date
- Check that warranty disclaimers are conspicuous (capitalized or bolded) if your state requires it
- Confirm the non-solicitation clause is enforceable in your state and scoped to personnel who worked on the engagement
- Read Exhibit A against the body — defined terms in the SOW template must match the master agreement
Sample output
Sample output — AI-generated from sample inputs:
2. Statements of Work. The parties may execute one or more statements of work substantially in the form of Exhibit A (each, an "SOW"). Each SOW incorporates this Agreement. If an SOW conflicts with this Agreement, this Agreement controls unless the SOW states the specific section it modifies and is signed by both parties' authorized representatives.
4. Fees; Payment. Crestline Marketing Group LLC ("Provider") shall invoice Meridian Supply Co. ("Customer") monthly in arrears. Customer shall pay undisputed amounts within thirty (30) days of invoice. Undisputed amounts unpaid after that date accrue interest at 1.0% per month or the maximum rate allowed by law, whichever is less. Customer shall raise invoice disputes in writing within fifteen (15) days of receipt.
6. Ownership of Deliverables. Deliverables are works made for hire for Customer to the extent allowed by law. To the extent any Deliverable is not a work made for hire, Provider assigns to Customer all right, title, and interest in the Deliverable upon payment in full. Provider retains its pre-existing tools and methods ("Provider Materials") and grants Customer a perpetual, non-exclusive license to Provider Materials embedded in a Deliverable. [DRAFTING NOTE: Confirm payment-conditioned assignment is acceptable to Customer; some customers require assignment on creation.]
CUSTOMIZATION For provider-side clients, condition IP assignment on full payment and narrow the indemnity to claims the provider's work infringes IP. For customer-side clients, assign IP on creation and add an audit right for hourly billing. Add data-protection terms when the services touch personal information. Replace the SOW structure with a single scope section for one-off engagements.
First-pass contract draft — commercial lease
Produces a commercial lease draft for office, retail, or light-industrial space. Use it when representing a landlord or tenant on a direct lease, before negotiating from the other side's form.
FREE WITH ACCOUNT First-pass contract draft — residential lease
Produces a state-compliant residential lease for a landlord client. Use it for single-family or small multifamily rentals where an off-the-shelf form misses required disclosures.
FREE WITH ACCOUNT First-pass contract draft — employment agreement
Produces an executive or key-employee employment agreement for an employer client. Use it when an offer letter is not enough — equity, severance, or restrictive covenants are on the table.
FREE WITH ACCOUNT First-pass contract draft — independent contractor agreement
Produces an independent contractor agreement that supports the classification instead of undermining it. Use it when a business client engages a freelancer, consultant, or 1099 specialist.
FREE WITH ACCOUNT First-pass contract draft — purchase agreement (sale of goods)
Produces a purchase and sale agreement for goods under UCC Article 2. Use it for equipment sales, inventory deals, or recurring supply purchases that outgrow a purchase order.
FREE WITH ACCOUNT First-pass contract draft — asset purchase agreement (small business sale)
Produces an asset purchase agreement for a small business sale — a restaurant, practice, agency, or shop. Use it when the deal is signed up by letter of intent and needs definitive documents.
FREE WITH ACCOUNT First-pass contract draft — licensing agreement
Produces an intellectual property license — software, trademark, or content. Use it when a client wants to let someone else use what they own, or needs rights to use someone else's property.
FREE WITH ACCOUNT First-pass contract draft — settlement agreement
Produces a settlement agreement for a litigated or pre-suit dispute, with payment mechanics, releases, and dismissal terms. Use it once terms are agreed and someone has to hold the pen.
FREE WITH ACCOUNT First-pass draft — standalone release of claims
Produces a standalone release — general or limited — when parties resolve a matter without a full settlement agreement. Common for property damage, refund disputes, severance, and waiver-at-payment situations.
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Unlock free with an account → Clause drafting — indemnification, with fallback version
Produces an indemnification clause tailored to a specific agreement, plus a narrower fallback for negotiation. Use it when the form clause does not fit the risk you are allocating.
FREE WITH ACCOUNT Clause drafting — limitation of liability
Produces a limitation-of-liability clause with a cap, a consequential-damages waiver, and deliberate carve-outs. Use it when the form clause's cap or carve-outs do not match the deal's risk.
FREE WITH ACCOUNT Clause drafting — termination and effects of termination
Produces a termination package — cause, convenience, cure periods, wind-down, and survival — for an existing agreement. Use it when the form's termination section does not match how the relationship would end in practice.
FREE WITH ACCOUNT Clause drafting — rewrite a received clause to favor your client
Takes a clause from the other side's draft — indemnity, liability cap, termination, or any other — and produces a marked rewrite favoring your client, plus a middle-ground fallback. Use it during redline rounds.
FREE WITH ACCOUNT Drafts a numbered first set of interrogatories for a breach of contract case, built around your case theory and your jurisdiction's numeric limit. Reach for it after the answer comes in and you know which defenses you have to pin down.
[JURISDICTION] ·[CLIENT ROLE] ·[OPPOSING PARTY] ·[DISPUTE SUMMARY] ·[KEY ISSUES] ·[INTERROGATORY LIMIT]
## Context
You are a litigation drafting assistant for a civil case in [JURISDICTION]. I represent [CLIENT ROLE] in a contract dispute against [OPPOSING PARTY]. Dispute summary: [DISPUTE SUMMARY]. The issues I need discovery on: [KEY ISSUES]. The applicable rules cap interrogatories at [INTERROGATORY LIMIT], counting discrete subparts.
## Task
Draft a first set of interrogatories to [OPPOSING PARTY]. Cover: formation and negotiation of the contract, performance and breach, damages claimed or disputed, the affirmative defenses raised in the answer, persons with knowledge, and identification of key documents. Number each interrogatory. Stay under the limit, counting subparts.
## Standards
- Open with a short DEFINITIONS section. Define "identify," "document," "communication," and the contract at issue. Nothing else unless a question needs it.
- One fact subject per interrogatory. No compound questions that invite objections.
- Ask for facts, not legal conclusions. Contention interrogatories are allowed, but flag each one in a drafting comment so I can decide whether to serve it now or after document production.
- Plain declarative phrasing: "Identify each person who..." not "Please state whether or not..."
- Output: DEFINITIONS, then numbered INTERROGATORIES, then a short note telling me which questions are most likely to draw objections and why.
If you are missing a fact you need — contract date, breach theory, damages categories — ask me before drafting. Do not invent case details.
BEFORE YOU RUN IT
- The complaint and answer, or a tight summary of each claim and defense
- The contract and key amendments, or at least the disputed terms
- Your jurisdiction's interrogatory limit and its subpart-counting rule
- The two or three issues this case will turn on
- Remove client-identifying details, or confirm your AI tool sits under your firm's confidentiality and bar guidance before pasting case material
VERIFY BEFORE IT LEAVES YOUR HANDS
- Count interrogatories including discrete subparts against the rule limit — AI miscounts subparts often
- Check the definitions against your jurisdiction's pattern; delete any defined term the set never uses
- Confirm each contention interrogatory is one you want answered now, not after depositions
- Strip any question that asks for a pure legal conclusion
- Verify party names, contract dates, and pleading paragraph references against the actual file
- Map the set against your case theory: every element you must prove gets at least one interrogatory
- Confirm the set complies with any local form requirements (line spacing for answers, certificate of service)
Sample output
Sample output — AI-generated from sample inputs:
"INTERROGATORY NO. 4: Identify each person who participated in negotiating the March 2024 Supply Agreement between Meridian Supply Co. and Calloway Logistics LLC, and state each person's role in the negotiation.
INTERROGATORY NO. 7: State the date on which You contend Meridian Supply Co. first failed to perform under the Supply Agreement, and identify each document supporting that contention.
INTERROGATORY NO. 9: Itemize each category of damages You claim in this action, stating the amount claimed and the method of calculation for each category.
Drafting note: Nos. 7 and 12 are contention interrogatories. Expect a timing objection if served before substantial document production. No. 9 may count as two subparts under the local counting rule — the set sits at 21 against your limit of 25."
CUSTOMIZATION Swap the coverage list in Task for tort, employment, or construction issues — the structure holds. For state court, replace the limit and the subpart-counting note with your state rule (some states count subparts loosely, some strictly). If the answer has not been filed yet, drop the affirmative-defense questions and add them in a second set.
First set of interrogatories — auto accident defendant
Drafts plaintiff-side interrogatories to the defendant driver in a motor vehicle case: account of the collision, distraction, insurance, defenses. Use it once the defendant answers and comparative fault is on the table.
FREE WITH ACCOUNT Requests for production — employment claim against employer
Drafts document requests to an employer in a termination or discrimination case, with ESI-specific requests naming the employer's systems. Use it early — retention clocks on messaging data run fast.
FREE WITH ACCOUNT Requests for production — commercial breach of contract
Drafts document requests in a business contract dispute, anchored to the contract timeline and your damages theory. Use it to reach the other side's internal communications and the records behind their damages number.
FREE WITH ACCOUNT Requests for admission — contract case fact lockdown
Drafts requests for admission that authenticate your exhibits and pin down execution, invoicing, payment, and notice facts. Use it before summary judgment to convert disputed-on-paper facts into admissions.
FREE WITH ACCOUNT Requests for admission — premises liability notice and control
Drafts requests for admission that nail down ownership, control, maintenance duty, and notice of the hazard in a premises case. Use it to force the defendant onto a story your other discovery can test.
FREE WITH ACCOUNT Interrogatory answers and objections — first draft
Drafts answers and specific objections to served interrogatories using only your interview notes, flagging every missing fact instead of guessing. Use it to turn a response project into one client call plus an edit pass.
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Unlock free with an account → Responses and objections to requests for production
Drafts request-by-request responses to RFPs with rule-compliant objections that state whether documents are withheld. Use it when a fat set of requests lands and boilerplate objections will get you sanctioned.
FREE WITH ACCOUNT Responses to requests for admission — admit, deny, qualify
Drafts RFA responses that admit what must be admitted, deny what can be denied truthfully, and qualify with the rule's required precision. Use it under deadline pressure — an unserved response is a deemed admission.
FREE WITH ACCOUNT Motion to dismiss outline — element-by-element gap analysis
Builds a working outline for a motion to dismiss: elements, what the complaint pleads, the gap, and argument headings. Use it the week the complaint arrives, before you commit to answering instead.
FREE WITH ACCOUNT Summary judgment outline with undisputed-facts skeleton
Builds a statement of undisputed material facts skeleton with record-cite placeholders, plus an element-by-element argument outline. Use it at discovery close to see whether the motion is worth filing before you sink forty hours into it.
FREE WITH ACCOUNT Motion to compel — outline and meet-and-confer certification
Outlines a motion to compel with the certification, a request-by-request defect analysis, and the fee demand. Use it when deficiency letters and calls have run their course and the responses are still hollow.
FREE WITH ACCOUNT Fact witness affidavit from interview notes
Converts your interview notes into a numbered, personal-knowledge affidavit in the witness's own register, with every hearsay risk and gap flagged. Use it for summary judgment opposition or injunction support.
FREE WITH ACCOUNT Declaration in support of a motion — § 1746 form
Drafts a declaration under 28 U.S.C. § 1746 that delivers the facts a motion needs and authenticates its exhibits, with each paragraph mapped to the motion section it supports. Use it whenever a motion needs record support.
FREE WITH ACCOUNT Proposed order granting a motion
Drafts a proposed order with clean decretal paragraphs that grant exactly what the motion asks — who must do what, by when. Use it with every motion that requires one, and with any motion where handing the judge a signable order helps.
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